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TMG \ BCK - Posting of Circular, Notices of Scheme Meeting and General Meeting and Important Dates and Times
TIMES MEDIA GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2008/009392/06
Share code: TMG
ISIN: ZAE 000169272
("TMG")
BLACKSTAR GROUP SE
Incorporated in Malta
(Company Number SE4)
(Registered as an external company with limited liability in the
Republic of South Africa under registration number 2011/008274/10)
LSE Ticker: BLCK
JSE Share Code: BCK
ISIN: MT0000620113
(“Blackstar”)
POSTING OF CIRCULAR, NOTICES OF SCHEME MEETING AND GENERAL MEETING
AND IMPORTANT DATES AND TIMES
FULFILMENT OF CONDITIONS PRECEDENT TO POSTING OF CIRCULAR
Blackstar and TMG shareholders are referred to the joint
announcement published by Blackstar and TMG on 18 February 2015
(“the Announcement”), regarding the firm intention of Blackstar to
make an offer to acquire the entire issued ordinary share capital
of TMG, not already owned by Blackstar or Blackstar (Cyprus)
Investors Limited, excluding treasury shares, by way of a scheme
of arrangement (“Scheme”).
Shareholders are advised that all the conditions precedent to the
posting of the Scheme circular (“Circular”) to TMG’s shareholders
(“TMG Shareholders”), as set out in paragraph 9 of the
Announcement, have been fulfilled.
POSTING OF CIRCULAR
Shareholders are hereby advised that the Circular, containing
details of the Scheme, will be posted and electronically
distributed to TMG Shareholders today, 27 February 2015. The
Circular incorporates a notice convening a general meeting of TMG
Shareholders for purposes of approving the Scheme (“Scheme
Meeting”) and a notice convening a general meeting of TMG
Shareholders for purposes of authorising, inter alia, the
provision of financial assistance as envisaged in sections 44 and
45 of the Companies Act, No. 71 of 2008, as amended (“General
Meeting”).
The Circular is also available on TMG’s website at
www.timesmedia.co.za.
TMG Shareholders are advised to review the Circular for the full
terms and conditions of the Scheme.
NOTICE OF SCHEME MEETING AND NOTICE OF GENERAL MEETING OF TMG
SHAREHOLDERS
Notice is hereby given that the Scheme Meeting will be held at
10h00 on Monday, 30 March 2015 at TMG’s offices at 4 Biermann
Avenue, Rosebank, Johannesburg, Gauteng, for the purpose of
considering and, if deemed fit, approving, with or without
modification, the resolutions set out in the notice of the Scheme
Meeting included in the Circular.
Notice is further given that the General Meeting will be held at
11h00, or as soon as reasonably possible after the conclusion of
the Scheme Meeting, whichever is the earlier, on the same date and
at the same venue as the Scheme Meeting, as set out above, for the
purpose of considering and, if deemed fit, approving, with or
without modification, the resolutions set out in the notice of the
General Meeting included in the Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme are set out
below. Terms appearing in title case in the important dates and
times below and in the notes thereto and that are not otherwise
defined, bear the meanings assigned to them in the Circular.
2015
Record date for TMG Shareholders to be Friday, 20
recorded in the Register in order to receive February
the Circular
Circular posted to TMG Shareholders and Friday, 27
notices convening the Scheme Meeting and the February
General Meeting released on SENS on
Notice of Scheme Meeting and notice of General Monday, 2
Meeting published in the South African press March
on
Last day to trade in order to be able to vote Friday, 13
at the Scheme Meeting and the General Meeting, March
on
Scheme Voting Record Date being 17:00 on Friday, 20
March
Record date for TMG Shareholders to be Friday, 20
recorded in the Register in order to be March
eligible to attend, speak and vote at the
General Meeting, being 17:00 on
Proxy forms to be lodged at the Transfer Thursday, 26
Secretaries preferably by 10:00 on March
Last date and time for Dissenting Shareholders Monday, 30
to give notice to TMG objecting, in terms of March
section 164(3) of the Companies Act, to the
Scheme Special Resolution for purposes of
their Appraisal Rights, by 10:00 on
Proxy forms not lodged with the Transfer Monday, 30
Secretaries to be handed to the chairman of March
the Scheme Meeting before the proxy exercises
the rights of the TMG Shareholder at the
relevant Shareholder Meeting on
Scheme Meeting to be held at 10:00 on Monday, 30
March
General Meeting to be held at 11:00 or as soon Monday, 30
as reasonably possible after the conclusion of March
the Scheme Meeting, whichever is the earlier,
on
Results of the Scheme Meeting and the General Monday, 30
Meeting released on SENS on March
Results of the Scheme Meeting and the General Tuesday, 31
Meeting published in the South African press March
on
If the Scheme is approved by TMG Shareholders
at the Scheme Meeting:
Last date for TMG Shareholders who voted Wednesday, 8
against the Scheme to require TMG to seek April
court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (where
applicable) on
Last date for TMG Shareholders who voted Wednesday, 15
against the Scheme to apply to court for leave April
to apply for a review of the Scheme in terms
of section 115(3)(b) of the Companies Act on
Last date for TMG to send objecting Wednesday, 15
Shareholders notices of the adoption of the April
Scheme Special Resolution, in accordance with
section 164(4) of the Companies Act, on
Action
The following dates assume that neither court
approvals nor the review of the Scheme is
required and will be confirmed in the
finalisation announcement if the Scheme
becomes unconditional:
Finalisation Date expected to be on Friday, 17
April
Finalisation Date announcement expected to be Friday, 17
released on SENS on April
Finalisation Date announcement expected to be Monday, 20
published in the South African press on April
Scheme LDT expected on Thursday, 30
April
Last day to trade in order for TMG Thursday, 30
Shareholders to qualify for the Pre- April
acquisition Dividend
Suspension of listing of TMG Shares at the Monday, 4 May
commencement of trade on the JSE expected on
Listing on the JSE of maximum number of Monday, 4 May
Blackstar Shares that could be issued as Share
Consideration (assumes no Cash Elections
made), at the commencement of trade on
TMG Shares to commence trading ex entitlement Monday, 4 May
to Scheme Consideration and ex Pre-acquisition
Dividend on
Scheme Consideration Record Date to be Friday, 8 May
recorded in the Register in order to receive
the Scheme Consideration expected to be on or
about
Record date to be recorded in the Register in Friday, 8 May
order to receive the Pre-acquisition Dividend
expected to be on or about
Operative Date of the Scheme expected to be on Monday, 11
May
Settlement of the Scheme Consideration Monday, 11
expected to occur on May
Settlement of the Pre-acquisition Dividend Monday, 11
expected to occur on May
Adjustment of number of Blackstar Shares Monday, 11
listed on the JSE, based on actual number of May
Scheme Consideration Shares issued, expected
at the commencement of trade on
Termination of listing of TMG Shares on the Tuesday, 12
JSE at the commencement of trade on the JSE May
expected on
Notes:
1. The above dates and times are subject to such changes as may
be agreed to by TMG and Blackstar and approved by the JSE
and/or the Takeover Panel, if required.
2. TMG Shareholders who wish to exercise their Appraisal Rights
are referred to Annexure 9 to the Circular for purposes of
determining the relevant timing for the exercise of their
Appraisal Rights.
3. If the Scheme Meeting is adjourned or postponed, forms of
proxy submitted for the initial Scheme Meeting will remain
valid in respect of any adjournment or postponement of the
Scheme Meeting.
4. If the General Meeting is adjourned or postponed, forms of
proxy submitted for the initial General Meeting will remain
valid in respect of any adjournment or postponement of the
General Meeting.
5. Although the salient dates and times are stated to be subject
to change, such statement may not be regarded as consent or
dispensation for any change to time periods which may be
required in terms of the Companies Regulations, where
applicable, and any such consents or dispensations must be
specifically applied for and granted.
6. All times referred to in the Circular are references to South
African time.
27 February 2015
Johannesburg
Corporate advisor and JSE transaction sponsor to Blackstar
One Capital
Corporate advisor and sponsor to TMG
PSG Capital
AIM NOMAD to Blackstar
Liberum Capital
Christopher Bowman – 0203 100 2222
Date: 27/02/2015 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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